UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of
1940
FORM 4
/ / Check this box if no longer subject to Section 16, Form 4 or Form 5
obligations may continue. See Instruction 1(b)
(Print or Type Responses)
1. Name and Address of Reporting Person*
Donahue Thomas R.
(Last) (First) (Middle)
c/o Federated Investors, Inc.
Federated Investors Tower
(Street)
Pittsburgh PA 15222-3779
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Federated Investors, Inc. FII
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
July 2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
___X_____ Director ________ 10% Owner
___X_____ Officer (give title below) ________ Other (specify below)
Vice President, Chief Financial Officer, Treasurer
7. Individual or Joint/Group Reporting (Check Applicable Limit)
___X____ Form filed by One Reporting Person
_______ Form filed by More than One Reporting Person
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned
1. Title of 2. 3. 4. Securities Acquired 5. Amount of 6. Ownership 7. Nature
Security Transaction Transaction (A) or Disposed of Securities Form: Direct of Indirect
(Instr. 3) Date Code (D) (Instr. 3, 4, and Beneficially (D) or Beneficial
(Mon/day/year)(Instr. 8) 5) Owned at End of Indirect (I) Ownership
Month (Instr. 4) (Instr. 4)
(Instr. 3 and 4)
Code V Amount (A) or Price
(D)
Class B Common 7/25/2002 G V 605 A 600,957 (1) D
Stock
Class B Common 7/25/2002 G V 785 A 1,429 I By Spouse
Stock
Class B Common 272,120 I By J.
Stock Christopher
Donahue as
custodian
for minor
children
Class B Common 916,050 I By Maxfund
Stock Partners,
L.P.
Class B Common 7/25/2002 G V 5,125 A 768,249 I By Daniel
Stock (2) McGrogan as
custodian
for minor
children
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
FORM 4 (continued)
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1. Title of 2. Conversion 3. 4. Transaction 5. Number of 6. Date
Derivative Security or Exercise Transaction Code Derivative Exercisable and
(Instr. 3) Price of Date (Instr. 8) Securities Expiration Date
Derivative (Month/Day/Year) Acquired (A) or (Month/Day/Year)
Security Disposed of (D)
(Instr. 3, 4,
and 5)
Code V (A) (D) Date
ExercisableExpiration
Date
7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Underlying Securities Derivative derivative Form of Indirect Beneficial
(Instr. 3 and 4) Security Securities Derivative Ownership
(Instr. 5) Beneficially Owned Security: (Instr. 4)
at End of Month Direct (D) or
(Instr. 4) indirect (I)
(Instr. 4)
Title Amount or
Number of
Shares
Explanation of Responses:
(1) Includes 72 shares of Federated Investor's Inc.'s Class B Common Stock
held in Federated's Profit Sharing/401(k) Plan.
(2) Represents the aggregate amount of several gifts to children sharing
reporting person's household.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
/s/ Thomas R. Donahue August 9, 2002
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**Signature of Reporting Person Date